HomeMy WebLinkAboutAgreementCEMETERY ROADWAY CONSTRUCTION AGREEMENT
ITB #20-08: Roadway Construction Expansion at Sebastian Municipal Cemetery
This Agreement is entered into by the parties this 15th day of OCTOBER . 2020.
1. Parties:
City of Sebastian, a municipal corporation of the State of Florida, (City).
and
Timothy Rose Contracting, Inc. (Contractor).
2. Designated Contact Person as to Cam:
Scott Baker (PROJECT MANAGER)
Public Facilities Director/Airport Manager
1225 Main Street
Sebastian, Florida 32958
Phone: 772-228-7001
Cell: 772-633-0897
Email: sbaker(Mcityofsebasban.org
3. Designated Contact Person as to Contractor.
Timothy Rose
President
1360 Old Dixie Hwy SW, Suite 106
Vero Beach, FL 32967
Phone: 772-564-7800
Email: Umrose7@comcast.net
4. Agreement Document. In resolving conflicts, errors, discrepancies, and disputes conceming the
scope of services or other rights or obligations of the parties, precedence shall be given in the
following order (1) a fully executed Amendment to this Agreement, (2) provisions of this Agreement,
(3) provisions of the Invitation to Bid, (4) provisions of Contractors Bid Submission, (5) provisions of
the Purchase Order, and (6) provisions contained in any governmental regulation incorporated herein
by reference. There are no understandings or agreements except as herein expressly stated.
1. Exhibit "A" — Bid Form submitted by Contractor
2. Exhibit"B"— Contractor's Bid Submission
3. Exhibit "C" — ITS #20-06 Solicitation Documents, including any addenda, plans and specifications
S. Services. Contractor shall furnish all labor, materials, supervision, equipment, tools, transportation,
supplies and expertise necessary for providing roadway construction at Sebastian Municipal
Cemetery located at 1921 N Central Ave, Sebastian, FL 32958, in accordance with the specifications
listed In Exhibit "C".
S. Tenn and Completion Time. The duration of the Agreement shall be for the completion of the work
stated in Section S. The project duration is 45 calendar days from the Notice to Proceed (NTP) for full
completion of the project, Including Punchlist hems, and ready for final payment in accordance with
the Agreement Documents.
NOTE: The City reserves the right to allow for any approved extensions.
7. Compensation. City shall pay Contractor for the performance of the work, in accordance with the
Bid Form set forth on the attached Exhibit "A' in the amount not to exceed FIFTY THOUSAND EIGHT
HUNDRED EIGHTY-SEVEN DOLLARS AND ZERO CENTS (E50,887.00). Item quantities can be
modified as determined by the City, unit prices shall be consistent with Bid Form - Exhibit "A'.
Completed work must be Inspected and accepted by the City of Sebastian's designated Project
Manager.
NOTE: The City reserves the right to request additional Information or documentation to detail
Items on payment request.
City of Sebastian, Florida / Timothy Rose Contracting, Inc.
ITS #20-08 Roadway Construction Expansion at Sebastian Municipal Cemetery Page 1 of 10
8. COVID49 Disclaimer. Due to the public health and safety concerns relating to the COVID-19 Virus,
the Stakeholder may, in their sole discretion, unilaterally alter the Term or other terms of the
Agreement(s) or purchase order(s) to ensure the safety and welfare of the Stakeholders residents
and employees. No prior written notice shall be necessary to modify the Tenn pursuant to this
paragraph. Unless otherwise explicitly staled, all other provisions of the Agreement or Purchase
Order shall be binding upon the parties.
9. Notices. All notices between City and Contractor, as required under the Agreement, shall be by
telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person
identified above. Either designated recipient may notify the other, in writing, if someone else is
designated to receive notice.
10. Modification of Agreement. The Agreement may only be modified or amended upon mutual written
agreement of City and Contractor. No oral agreements or representations shall be valid or binding
upon City or Contractor. No alteration or modification of the Agreement terms, including substitution
of product, shall be valid or binding against City. Contractor may not unilaterally modify the terms of
the Agreement by affixing additional terms by incorporating such terms onto Contractor's documents
forwarded by Contractor to City for payment. City's acceptance of product or processing of
documentation on forms furnished by Contractor to City for approval or payment shall not constitute
acceptance of the proposed modification to tens and conditions.
11. Services Provided by Contractor. The Services to be provided by Contractor are summarized in
Exhibit "C", attached to this Agreement. If City identifies any additional Services to be provided by
Contractor that are not covered under the original Agreement, such additional services shall be made
a part of this Agreement by a written Amendment.
12. City's Project Manager. City shall designate a Project Manager. All work done by the Contractor
shall be subject to the review, inspection and acceptance of the Project Manager and the City. Any
and all technical questions which may arise as to the quality, completeness and acceptability of work
performed, or work to be performed, Interpretation of plans/specifications and all technical questions
as to the acceptable fulfillment of the Agreement on the part of the Contractor, shall be referred to the
City Manager who will resolve such questions. All work shall be subject at all times to inspection and
review by the Project Manager and the City.
13. Projection Coordination. Contractor must commit to participating in regularly scheduled (i.e. weekly
or bi-weekly) project coordination meetings with the project's CEI and City's Project Manager
throughout the duration of the project. A Pre -Construction Meeting will be held with the CEI, City's
Project Manager, Contractor and all Sub -Contractors.
14. Materials, Services, and Facilities: It Is understood that, except as otherwise specifically stated in the
Agreement, Contractor shall provide and pay for all materials, labor, tools, equipment, water, light, power,
transportation, supervision, temporary construction of any nature, and all other services and facilities of
any nature whatsoever necessary to execute, complete, and deliver the Services within the specified
time. The City will provide Contractor with access to the Facilities so as to permit Contractor to meet its
obligations herein.
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City of Sebastian, Florida / Timothy Rose Contracting, Inc.
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15. Insurance. During the term of the Agreement, Contractor, at its sole expense, shall provide insurance
of such a type and with such terms and limits as noted below. Providing and maintaining adequate
insurance coverage is a material obligation of Contractor. Contractor shall provide City a certificate(s)
of insurance, evidencing such coverage. It is the Contractor's responsibility to ensure that the City
has current Certificate(s) of Insurance at all times during the duration of the agreement, including
renewal terms.
15.1 Minimum Insurance Requirements. The coverage's, limits or endorsements required herein protect
the primary interests of City, and these coverage's, limits or endorsements shall in no way be required
to be relied upon when assessing the extent or determining appropriate types and limits of coverage to
protect Contractor against any loss exposures, whether as a result of the Project or otherwise. The
requirements contained herein, as well as City's review or acknowledgement, is not Intended to and
shall not in any manner limit or quality the liabilities and obligations assumed by Contractor under this
Agreement
General Liability Insurance Not less than $1,000,000 Combined Single Limit per each occurrence.
Automobile Liability Not less than $500.000 Combined Single Limit
In accordance with Flodda Statutes 440, maintain workers
Workers Compensation compensation insurance to the extent required by law for all their
employees to be engaged in work under this Agreement.
15.2 Other Insurance Provisions:
15_2.1 City of Sebastian, its council members, officers, employees and agents are to be covered
as an Additional Named Insured on all policies except Workers Compensation. The
coverage shall contain no special limitation on the scope of protection afforded to the City,
its council members, officers, employees and agents. Contractor shall provide a Certificate
of Insurance to City with a thirty (30) day notice of cancellation and/or changes in policy
language, and ten (10) day notice if cancellation is for nonpayment of premium. The
certificate shall Indicate if coverage Is provided under a "claims made" or "occurrence"
forth.
15_2.2 Contractor has sole responsibility for all insurance premiums and shall be fully and solely
responsible for any costs or expenses as a result of a coverage deductible, co-insurance
penalty, or self -Insured retention; including any lass not covered because of the operation of
such deductible, w-Insurance penalty, self -Insured retention, or coverage exclusion or
limitation. For deductible or self -Insured amounts that exceed $10,000, Contractor shall
maintain a Commercial Surety Bond or Letter of Credit in an amount equal to said
deductible or self -Insured retention.
15_2.3 Contractor's insurance coverage shall be primary insurance as respects the City, Its
officials, employees and volunteers. Any Insurance or self-insurance maintained by the
City, Its officials, employees or volunteers shall be excess of Contractor's insurance and
shall be non-contributory.
WA For all policies of insurance: Contractor and its insurance canter waive all subrogation
rights against City for all losses or damages that occur during the agreement and for any
events occurring during the agreement period whether the suit is brought during the
agreement period or not. The City requires General Liability policies to be endorsed with
CG 24 04 Waiver of Transfer of Rights of Recovery Against Others to Us or similar
endorsement, and a WC 00 0313 Waiver of Our Right to Recover from Others for Workers
Compensation coverage.
City of Sebastian, Florida /Timothy Rose Coneacting, Inc.
ITB A20-08 Roadway Construction Expansion at Sebastian Municipal Cemetery Page 3 of 10
16. Change Orders. City may at any time, as the need arises, order changes within the scope of the
services without invalidating the Agreement. If such changes result In an increase or decrease in the Bid
Price(s), or in the time required for performance of the Services, an equitable adjustment shall be
authorized by way of a Change Order.
17. Indemnification. The Contractor shall Indemnify and hold the City harmless from any and all
personal Injury or property damage claims, liabilities, losses or causes of action which may arise out
of the use and occupancy of the property by the Contractor, its family, associates, Contractors,
agents, employees, customers and attendees. Nothing in this agreement shall be construed as the
City waiving its immunity pursuant to §768.28, at seq., Florida Statutes, or any other sovereign or
governmental immunity. The selected Proposer shall pay all claims and losses in connection
therewith, and shall Investigate and defend all claims, suits, or actions of any kind or nature in the
name of the City, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorneys fees which may be incurred thereon. The selected Proposer expressly
understands and agrees that any insurance protection required by this agreement or otherwise
provided by the selected Proposer shall in no way limit the responsibility to indemnify, keep and save
harmless, and defend the City or its officers, employees, agents, and instrumentalities as herein
provided.
18. Termination of Agreement. Either party may terminate this Agreement by giving the other party
thirty (30) days written notice. If either party defaults in the performance of this Agreement or
materially breaches any of its provisions, the non -defaulting party may, at its option, terminate this
Agreement by giving written notification thereof to the defaulting parry. In the event of termination,
City will be responsible for compensating Contractor only for those Services satisfactorily completed
or partially completed up to the date of termination. Contractor shall not be entitled to compensation
for loss of anticipated profit.
19. Licenses and Certifications. Contractor, or its sub-Contractor(s), shall possess and maintain during
the term of this Agreement any and all licenses required to perform the Services covered under this
Agreement, as stipulated by the State of Florida and The City of Sebastian.
20. Public Records: Contractor will keep and maintain public records required by the City to perform the
service. Upon request from the City's custodian of public records, Contractor will provide the City with
a copy of the requested records or allow the records to be inspected or copied within a reasonable
time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues, or as
otherwise provided by law. Contractor will ensure that the public records that are exempt or
confidential and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the term of the Agreement and following completion of the
Agreement if Contractor does not transfer the records to the City. Upon completion of the
Agreement, Contractor will transfer, at no cost, to the City all public records In possession of the
Contractor or keep and maintain public records required by City to perform the service. If Contractor
transfers all public records to City upon completion of the Agreement, Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If Contractor keeps and maintains public records upon completion of the Agreement,
Contractor shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian of public records,
in a format that is compatible with the information technology system of the City. If Contractor does
not comply with the City's request for public records, the City shall enforce the provisions of the
Agreement in accordance with the terms of the Agreement and may cancel the Agreement.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CUSTODIAN OF
PUBLIC RECORDS, AT 1225 MAIN STREET, SEBASTIAN, FL 32958; EMAIL:
jwilllams@cityofsebastlan.org; PHONE: 772-388-8215.
City of Sebastian, Florida / Timothy Rose Contracting, Inc.
ITS #20-08 Roadway Construction Expansion at Sebastian Municipal Cemetery Page 4 of 10
21. Liquidated Damages. The City shall be entitled to liquidated damages in the amount of One
Hundred Dollars ($100.00) per day for every day that the Contractor Is late in completing the
work requirements as stipulated in the agreement, and solicitation documents. Said damages shall
be deducted by the City from monies due to Contractor. If the Contractor fails to achieve full
completion of the work by the timeframe established in the NTP (with an exception of any approved
extensions set forth by the Project Manager), then liquidated damages will apply. NOTE: The
Contractor's recovery of damages and sole remedy for any delay caused by the City shall be
an extension of time on the Agreement.
22. Payment of Payment Requests:
22.1 Prompt Payment. City shall make payment of a payment request in accordance with Chapter
218, Part VII of the Florida Statutes "Local Government Prompt Payment Act' from the date
which a properly received payment requestfinvoice is recorded as received by City, for Services
completed to the satisfaction of City.
22.2 Form of Request. If the payment request is not received in proper order, City may reject the
payment request within ten (10) business days after the date on which the payment request is
recorded as received by City. City shall provide Contractor with a written notifica0on of the
rejection specifying the deficiency and corrective measures necessary to make the payment
request proper. Upon receipt of a payment request that corrects the deficiency, City shall make
payment in accordance with Chapter 218, Part VII of the Florida Statutes "Local Government
Prompt Payment Act", or reject the payment request, within ten (10) business days after the date
on which the corrected and proper payment request is recorded as received by City.
22.3 Resolution of Payment Request Disputes. In the event of a dispute between Contractor and
City concerning the full or partial payment of a payment request, such disagreement shall be
finally determined by City. If the dispute between Contractor and City involves a portion of a
payment request, the undisputed portion shall be paid by City in a timely manner, as long as the
payment request for the undisputed portion is in proper order. Proceedings to resolve the
dispute will be commenced within forty-five (45) business days after the date the payment
request In dispute was recorded as being received by City. The proceedings may Include
meetings between the parties, telephone conferences or such other measures to clarify the
dispute and attempt to resolve the problem; they will be concluded by a final written decision by
City within sixty (60) business days after the date on which the payment request was recorded
as being received by City. Such procedures do not constitute an administrative proceeding that
prohibits a court from deciding de nova any action arising out of the dispute.
22.4 Payments to Subcontractors. When Contractor receives from City any payment for Services
covered under the Agreement, Contractor must pay such moneys received to each
subcontractor or supplier in proportion to the percentage of the Services completed by each
subcontractor or supplier within ten (10) business days after Contractors receipt of the payment.
If Contractor receives less than full payment, then Contractor shall be required to disburse only
the funds received on a pro rate basis to its subcontractors and suppliers, each receiving a
prorated potion based on the amount due on the payment. If a subcontractor receives payment
from Contractor for labor, services or materials furnished by subcontractors or suppliers hired by
the subcontractor, the subcontractor must remit payment due to those subcontractors or
suppliers within seven (7) business days after the subcontractors receipt of payment from
Contractor.
City of Sebastian, Florida / Timothy Rose Contracting, Inc.
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23. Warranties
23.1 Warranty of Ability to Perform. Contractor warrants that, to the best of its knowledge, there are
no pending or threatened actions, proceedings, investigations, or any other legal or financial
conditions, that would in any way prohibit. restrain, or diminish Contractors ability to satisfy its
obligations under the Agreement.
23.2 Warranty Against Defects In Workmanship. Contractor shall warrant its Services against
defects in materials and workmanship for a minimum period of one (1) year from acceptance of the
Services by City. Should any defects In materials or workmanship appear during the warranty
period, Contractor shall replace the materials or equipment, or repair or redo the service,
immediately upon receipt of written notice from City, at no additional expense to City. Contractor
shall warrant such replaced materials or equipment, or repaired or re -done Services, for a period of
one (1) year after acceptance of such by City.
23.3 Warranty of Standard Care. In the performance of professional services, Contractor will use
that degree of care and skill ordinarily exercised by other similar professionals in the field under
similar conditions In similar localities. Contractor will use due care in performing its Services and
will have due regard for acceptable professional standards and principles. Contractor's standard
of care shall not be altered by the application, Interpretation, or construction of any other
provision of this Agreement. If any of the Services performed by Contractor do not comply with
the foregoing warranties and City notifies Contractor of such, then Contractor shall (at its sole
expense) promptly re -execute the nonconforming Services. All such re -performed Services shall
be performed on a mutually agreed schedule. Contractor shall and does hereby assign to City
the benefits of any of Contractors sub consultant's or subcontractors warranties. Such
assignment shall not relieve Contractor of its warranty obligations for performance or standard of
care to City under this Agreement.
23.4 Warranty of Title. Title to any work product furnished by Contractor under the Agreement shall
pass to City to the extent of the payments made for such by City, or on the date that City accepts
the completed Services of Contractor. When title passes to City in accordance with the
Agreement, Contractor warrants that the work product furnished will be free and clear of all
security interests, liens and encumbrances or claims of any party.
24. Additional Terms and Conditions (alphabetically listed):
24.1 Assignment. Neither City nor Contractor shall sell, assign or transfer any of Its rights, dupes or obligations under the
Agreement without the prior written consent of the What Party. In the event of any assignment, Contractor remains
secondarily liable for performance of the Agreement, unless City expressly waives such secondary liability.
24.2 Bankruptcy or Insolvency. Contractor shall promptly notify City In writing of the fling of any voluntary or involuntary
Petition for bankruptcy and/or of any insolvency of Contractor or any of its subcontractors who are Involved In the
provision of the Services under this Agreement.
24.3 Compliance with Laws. Contractor shall comply wllh all laws, miss, codes, ordinances, and licensing requirements that
are applicable to the conduct of Its business, Including those of Local, State and Federal agencies having jurisdiction and
authority. These laws, shall Include, but not be limited to, Chapter 287 of the Florida Statutes, the Uniform Commercial
Code, the Immigration and Nationalization Act, the Americans with Disabilities Act, the United States occupational
Safety and Health Ad, the Untied States Environmental Protection Agency, the State of Florida Department of
Environmental Protection, and all prohibitions against discrimination an the basis of race, religion, sex, creed, national
origin, handicap, mantel status, sexual orientation, gender identify or expression or veteran's status. Violation of such
lava shall be grounds for termination of the Agreement.
24.4 Conflict of Interest Contractor covenants that It presently has no Interest and shall not acquire any Interest which would
conflict In any manner of degree with the performance of the Services covered under this Agreement. Furthermore,
Contractor warrants that It has not employed or retained any company or parson, other than a bona title employee
working solely for Contractor to solicit or secure this Agreement and Nat it has not paid or agreed to pay any Person,
company, corporation. Individual, or firm, other than a bona fide employee working solely for Contractor any fee,
commission. percentage, gig or other consideration contingent upon or resulting from the award or making of this
Agreement. Contractor, and its subcontractors at any tier, certify that they have not entered into any agreement sub -
agreement, or arrangement In connection with the Project covered under this Agreement, or of any property Included or
planned to be Included In the Project, In which any member, officer. of employee of Contractor or its subcontractors,
during its tenure, or for two years thereafter, has any interest, director Indirect.
City of Sebastian, Florida I Timothy Rose Contracting, Inc.
ITS N20-08 Roadway Construction Expansion at Sebastian Municipal Cemetery Page 6 of 10
24.5 Correction of Services. Contractor shall promptly remove from the premises all Services rejected by City for failure to comply
with the Agreement, whether Incorporated into Me Proffitt or not, and Contractor shall promptly replace and reexeude the
S.M. In ..Man. colon the Agreement, without additional expense to City, and shall bear the expense of making good aft
SeMces of other Contactors work destroyed a damaged by such removal or replacement. All removal and replacement of
Services shall W done at Contractor's expense. If Contractor tices not Wks action to remove such rejected Services willun
ten (10) calendar days after receipt of written notice from City. City may remove such SeMces an their awn and store the
materials at the expense of Contractor.
24S City Funds. If sufficient funding Is not available for Contractor to complete the Services, City reserves the right to modify
the terms and conditlors d the Agreement to change the Scope d Services to reduce Me cost to match any available
funding. If such modifications W Me Scope of Services are rent feasible, or If funding has been totally exhausted prior to
Cart"does completion of Its Services, Me Agreement shall W terminated on terms reasonably acceptable to both
parkes. Additionally. In accordance with Section 218.347, Florida Statutes, and as provided herein, Contractor may not
expend any City funds for the purpose of lobbying the legislature, or local, state or federal agencies.
24.7 Debarment. Contractor centers to the best of their knowledge and belief, Mal they and their principals 1) are not
presently debarred. suspended, proposed for debarment, declared Ineligible, or voluntarily excluded from covered
transactions by any Municipal, City, Stale or Federal department or agency, 2) have rot, within a three-year period
preceding exew8an of this Agreement, been convicted of a had a civil judgment rendered against them fa commission
of fraud or a criminal offense in connection with obtaining, attempting W obtain. or perfuming a public (Federal, Stale or
local) transaction or agreement under a public transaction; violation of Federal a State antitrust sWMes or commission
of embealemenl, theft. forgery, bribery, falsification or dMuructlor of records; making false statements; ce receiving
olden property, 3) are not presently Indicted for or otherwise criminally or civilly charged by a governmental entry
(Federal, State a local) with commission of any of the offences enumerated above, 4) have not within a three-year
period preceding execution of this Agreement had one or more pubte transaction (Federal, SWW or Beal) terminated for
muse or default, and 5) will advise City Immediately 9 their status changes and will provide an explanation for the
change In status.
24.8 Discriminatory Vendor. Contractor candles that May are not subject to Section 287.1M (2)(a) which speckles Mat an
study or affiliate who has been placed on the discriminatory vendor list may not submit a bid/bid on an agreement to
provide any goods or services to a public entity, may not submit a BidMid on an agreement with a public entity fa Me
construction or repair of a public building or public work, may not be awartled or perform work as a Contractor, supplier,
sub-Contraclor, or consultant under an agreement with any public entity, and may not transact Wsiness with public
entry.
24.9 Dispute Resolution. For any dispute concerning performance of Me Agreement, which includes without limitation
controversies based upon breach of agreement, mistake, misrepresentation, or other muse for agreement modification
or res nssbn, City shall attempt to reach a mutual agreement as to the settlement and resolution of Me dispute won
Contractor. Shoup) a mutual agreement not be reached, City shall reader a decision and retluce such W writing and
serve a copy on Contractor. The decision shall be final and conclusive.
24.10 Disposal of Wailes. Contractor shall handle any waste materials generated In Me performance of Me Services In full
compliance with all laws, regulations, and retudrements of all governmental authortles and Mode of City. Contractor
shall use only disposal f rcllllies which have proper permlW and are in full compliance with all Laws. Contractor agrees
that City has the right to reject, for any reason, Contractors use of any particular disposal facility. All unusable materials
and debris shall W disposed of In an appropriate manner.
The use of a roll off Is permitted. Upon final completion, the Contractor shall thoroughly clean up all areas where Work
was done as mutually agreed upon with the Pmject Manager. Contractor shall at all dimes, during Me performance of
Services, keep the Worksfte free and clear of all rubbish and deals. Any material or waste generated by Contractor or its
employees, agents and Subcontractors shall be removed and disposed of by Me Contractor at is expense, to the
satisfaction of the City. In the event Contractor falls to remove all rubbish, debris, materials and waste from Me Wall
the City may employ labor and equipment necessary W dear the site and charge Contractor far Me City's cost incurred
cleaning the site.
Contractor shall restore In an acceptable manner or replace all property, both public and private, which has been
displaced or damaged by the Contractor tluring Me execution of the work. Contractor shall leave the Workslte
unobsWcted and in a neat and presentable condition. The lam "property' shall Include, but Is not limited to, roads,
sidewalks, curbs, driveways, wells, fences, landscaping, awnings. utilities, footings and drainage salctures.
24.11 Documentation. All tracings, plans, specricatlons, maps, computer flies and/or repots prepared or obtained under this
Agreement. as well as all data collected, together with summaries and chats derived there from, will W considered
wake made for hire and will become Me property of City upon expiration or termination of Me Agreement without
restriction or limitation on their use. Upon delivery to City of said domment(s), City will become the custodian thereof In
accordance with Chapter 119. Florida Statutes. Connector will not copyright any thermal and products or patent any
Invention developed under this Agreement. Coples of Mesa documents are not W be sold or distributed W Mintl parker
without the written consent of City.
24.12 Drug Free Workplace: Contractor ceAfies that it has in place a Drug -Free Workplace Program In accordance with the
Dmg-Free Workplace Ad d 1988 (41 U.S.C. 702-708). Refer to Form F submitted with Bid.
24.13 Elactronle SlgnaW me). Contractor, If and by offering an electronic signature in any form whaumver, will accept and
agree to be bound by said electronic signature to all terms and contlltlons of this Agreement. Further, a duplicate or copy
of Me Agreement Mat contains a duplicated or nonodginal signature will be treated the same as an original, signed ropy
of this original Agreement for all purposes.
City of Sebastian. Florida / Timothy Rose Contracting. Inc.
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24.14 Employees, Subcontractors and Agents. Al Contractor employees, subcontractors, and agents performing any of the
Services under the Agreement shall be properly trained to meet or exceed any spedged sharing qualifications. Upon
request. Contractor shall famish a copy of cerdfimtion or other proof of qualification. All employees, subcentractoe, and
agents of Connector must comply Win all security and administrative requirements of City. City may conduct, and
Contractor shall cooperate In, a security background check or otherwise assess any employee, sub -Contractor, and
agent of Contractor. City may refuse amass to, or rea lre replacement of, any of Contractor's employee, subcontractor
and agent for muse, Including, but not limited to, technical or training qualifications, quality of services, change In
security status, or noncompliance with City's security or other requirements. Such refusal shall not relieve Connector of
Its obligation to perform all Services In compliance vain Me Agreement. City may reject and bar from any facility for
muse any of Contractor's employees, subcontractors, or agents. City shell have the right to review and approve any
subConlredor used by Contractor. Contractor shall be fully responsible to City for the ads and omissions of Its
subcontractors. and persons directly or Indirectly employed by them. It is Contractor's responsibility to ensure that their
subcontractors are properly licensed m do business In the State of Florida and City of Sebastian, as required by law.
All workmen must have sufficient knowledge, skill and experience to property perform the work assigned to them. All
workmen must have proper FOOT safety vest or safety shift during any mowing, staging of MOT or clean-up operation.
24.15 Emironmental Issues. All na116mgans regarding envlmnmenlal Issues or requirements shall be sent Immediately to
Chys Combat Person. Unless directed! otherwise by City, Connector Is not to contact any local, state or federal
governmental agencies canceming environmental Issues Involving the Project Site.
24.16 Equal Employment Opportunity. Contractor shall rest discriminate on the basis of race, paler, sex, age, national origin,
religion, and disability or handicap in accordance with the Provisions of: Title VI of the Civil Rights Act of 1964 (42 U.S.C.
§ 20M at am,, True VII of me Civil Rights Ad of 1968 (42 U.S.C. § 3601 (J M.). Florida CNII Rights At of 1992 (§
760.10 gal lital The 41 CFR Part 60 for compliance with Executive Orders 11246 and 11375, TOe 49 CFR 23 and Title
49 CFR 26 for Disadvantaged Business Enterprises, Age Discrimination Ad of 1975 (42 U.S.C. § 6101. at see.), Title 49
CFR 21 and True 49 CFR 23, Nondiscrimination on the basis of handicap. Tille 49 CFR 27, Americans with Disabilities
Ad of 1990 (42 U.S.C. 12102, at seq.), Federal Fair Labor Standards Ad In U.S.C. § 201, at sei ant any other
Federal and State dint ninatlon statutes. Connactar shall fumish perimnt information regarding its employment
policies and practices as well as those of their proposed subcontradom as the Slate of Florida Detainment of
Transportation, Me Secretary of tabor, or City may require. The above shall be required of any sub -Contractor hired by
Contractor. All Equal Employment Opportunity requirements shall be Included in all nonrtxempt sub -agreements
entered into by Contractor. Sub -agreements entered into by Contractor shall also include all other applicable labor
prowlers. No sub -agreement shall be awarded to any nontaradying sub-Contrafor. Additionally, Contractor Shall
Insert in its su"greements a clause requiring subcontractors M Include these provisions in any lower tier sua-
agreemenk that may In turn be made. Contractor shall comply with all Labe laws and local ordinances.
24.17 E-VeriBcallon System. Contractor shall comply with me Executive order No. 12989 as amended, and Executive Order
No. 11-116, and agrees to utilize the U.S. Department of Homeland Secui E-Verity system, humor
verify uscis.eo,mr, to verify Me employment eligibility of: (1) all persons employed by Connector during the agreement
lens to pander any duties within Florida. and; (2) all persons, Including subcontractors. assigned by Contractor to
perform work pursuant to this Agreement. Contractors meeting the terms and confident of the E-Verify System are
deemed to be in compliance with this provision.
24.18 Force Majeure Event Negher party shag be considered to ha In default In the performance of its obligations under this
Agreement, except obligations to make payments with respect to amounts already scathed. M the extent that
performance of any such obligations Is prevented or delayed by any muse, existing or hfure, which is beyond the
reasonable control, and rot a result of the fault or negligence of the affected party (a 'Form Majeure Emir). If a party is
prevented or delayed In Me performance of any such obligations by a Force Majeure Event, such pent shall Immediately
provide notice to the other party of me circumstances preventing or delaying performance and Me expected duration
ihareof. Such notice shall be confirmed In writing as soon as reasonably possible. The party so affected by a Force
Majeure Event shall endeavor, to me extent reasonable. to remove me obsladeS which prevent performance and shtl
resume performance of its obligations as soon as reasonably, preamble. A Force Majeure Event shall include, but not
be Handed to acts of civil or military aulhony (Including courts or regulatory agencies), act of God (excluding normal or
seasonal weather conditions), war, net, or Insurrection, Inability to obtain mquiref permits or licenses, hunimnes and
severe fleeds.
24.19 Governing law and Venue. The Agreement shall be governetl in accordance with the [am of the Stale of Florida. In
Me event of litigation with respect to me obligation of me parties to the Agreement. Me jurisdiction and venue of such
action shall be an appropriate State Court In Indian River County, Florida.
24.20 Governmental Restrictions. If Connector believes that any govemmenidl sanctions haw been Imposed that require
alteration of me materials used, the quality, workmanship as pedormarxx of the Services offered under Me Agreement,
Contractor shall immediately hoary City in waiting, indicating Me spec murder. Clay reserves the right and the
complete clearm tan to accept any such alteration or to cancel me Agreement at no fuller expense to City.
24.21 Immigration and Nationality At: Connector shall comply with all immigration laws as outlined In 8 USC 6 1324a -
UnMwful era end of aliens_ City will hot intentionally award City agreements to arty Contractor who knowingly
employs um added Allan workers. Any violation of the employment provisions outlined In the Immigration and
Nationality Aft throughout me term of any Agreement with City may result in immediate termination of me Agreement.
CAy will consider the employment of unauthorised aliens a violation of Section 274A (a) of the Immigration and
Nationality Ad Such Wdaaon will be muse for unilateral cancellation of the Agreement by City, if Contractor knowingly
employs unauthorized! aliens.
City of Sebastian, Florida / Timothy Rose Contracting, Inc.
ITB 7t20-08 Roadway Construction Expansion at Sebastian Municipal Cemetery Page 8 of 10
24.22 Inspection, Per ernance, Supervlslon. City reserves the right to inspect the Services provided by Contractor, whether
Perielly or fully completed, at any time, as deemed appropriate by City for the purpose of ensuring Contractors
performance under the Agreement. Such inspections performed by City, shall not be construed as a final approval of
Contractors Service, and shall not relieve Contractor from its obligations under Me Agreement. City reserves the right to
inspect, at any reasonable time with prior notice, Contractors facilities to assess conformity of the prevision of the
Services with the Agreement requirements. City reserves the right to Investigate or Inspect, at any time, whether the
provision of the Services complies with the Agreement requirements. Contractor shall at all limes during the Agreement
term remain responsive and responsible. Contractor must be prepared if requested by City, to present evidence of
experience, ability, and financial standing, as well as a statement as to capacity of Contractor for the performance of the
provision of the SeMces covered under the Agreement. This paragraph shall not mean or Imply that It Is obligatory
upon City to make an Investigation either befam or after award of the Agreement, but should City elect to do so,
Contractor is not relieved from fulfilling all Agreement requirements. Contractor shell supervise and direct the performance
of as Services and shall be solely responsible for Me means, methods, techniques, sequences, and safety d construction and
operations. Contractor will employ and maintain at the Project Site a qualified supervisor or superintendent who shall have
been designated In writing by Contractor as the Contractors representative at the Preject Site. The supersear or
superintendent shall have hill authority M ad an behalf Of Contractor and all communisations given to the supim eor or
superintendent shall be as binding as if given directly fo Contractor. The supervisor a superintendent shall be present an Me
Project Site at all times as required M perform adequate supervision and coordination of Me Contractors SeMces.
24.23 Lawful Claims and Demands. Should any outstanding dems by subcontractors or suppliers Incurred In the
performance of Me Services materialize after City has made Payment to Contractor, Contractor will indemnify and save
City harmless from such claims. Acceptance by Contractor of payment shall be and shall operate as a release to City of
all claims and all liabilities to Contractor, other Man claims In stated amounts as may be specifically excepted by
Contractor for things done or furnished in connection with Me provision of the Services, and for every ad and neglect of
City and others relating to or arising out of the provision of Me Services covered under this Agreement. Any payment,
whether final or otherwise, shall not release Contractor or his sureties from any obligations under the Agreement.
24.24 Lobbying. Contractor shall not in connection with the Agreement, directly or Indirectly (1) offer, confer, or agree to
confer any pecuniary benefit on anyone as consideration for any City officer or employee's decision, opinion,
recanmentlation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give
to anyone any gratuity for Me benefit of, or at the direction or request of, any City officer or employee. For purposes of
clause (2). 'gratuity" means any payment of mom Man nominal monetary value in the form of cash, hovel, entertainment,
gift, meals, lodging, loans, subscriptions, advances, deposits of money, Services, employment or agreements of any
kind.
24.25 NomColluslon. Contractor agrees Mal neither it, nor any of Its officers, paters, agents or employees have entered Into
any agreement, participated In any collusion, or otherwise taken any action which is In restraint of a free competitive
solidtticn in connection wit this Agreement, and that Contractor intends to do the work with its own bona fide
employees or subcontractors and has not provided a response for Me benefit of another Contractor. Furthermore,
Contractor de fies Mat it affiliates, subsidiaries, directors, officers, and employees are not currently under Investigation
by any governmental authority and have not in Me last ten (10) years been cenvided or found liable for any ad
prohibited by few In any jurisdiction, involving conspiracy or collusion wit respect to submitting a response on any public
agreement.
24.26 NonFunding Clause. In Me event sufficient budgeted funds are not available or depleted City shall notify Contractor of
such occurrence and agreement shall terminate without penalty or expense to Me City.
24.27 NonFerf nuance Clause. The Contractor recognizes Mat due to the nature of the services fo be performetl under this
Agreement, It is essential Met Me Work be completed in a timely manner in accordance Mtn We schedules approved by
Me City. Non-pedonnmessideficiendes as Ideretified by Me City to Me Contractor shall be addressed 1. Verbally 2.
Written Notice. If the deficiency has not been corseted to the satisfaction of the City within Me time frame provitled, Me
City may have the work performed by either its internal personnel or a third party and charge Me cost against payment
due Me Contractor. Repeated deficiendes may result In Me termination of Mis Agreement
24.28 Per efts. The Contractor shall apply for all rdutred building permits from City of Sebastian and Is responsible for any
associated fees.
24.29 Project She Conditions. Contractor shall be deemed to have examined Project Site(s), If appikxble and to have
secured full knoa9edge d all conditions under which Me Services are fo be executed and canplatnd.
24.30 Protection of Persons. Cantmdor will be responsible for the safety of it employees and the employees of It
subcontractors, during the provision of Me Services. Contractor will be responsible for Initiating. maintaining and
supervising all safety programs in connection with the provision of the SeMces In accordance with applicable safety
standards and regulations, as promulgated by Me United States Occupational Safety and Health Ad. Contractor shall
report promptly to City any accident or unusual occunence during performance of Me Services. Including personal Injury
or death to any Contractor employee, sub-C musclor employee or any member of Me public, or any damage to any of
Cttys property, Me Project Site, oradjacent property.
24.31 Public Entity Crime. A person or affiliate Who has been placed on the convicted vendor list following a conviction for a
public entity crime may not submit a bid. bid or reply on an agreement to provide any goods or services to a public
entity; may not submit a bid told, or reply on an agreement MM a public entity for the construction or repair of a public
building or public work; may not submit bids, bitls, or replies on leases of real property to a public entity, may not be
awarded or perform work as a Contractor, supplier, subcontractor, or consultant under an agreement with any public
entity: and may not transact business MM any public entity In excess of 8re threshold amount provided In s. 287.017.
Florida Stables for CATEGORY TWO for a period of 36 months following Me date of being placed on the convicted
vendor list.
City of Sebastian, Florida / Timothy Rose Contracting, Inc.
ITB #20-08 Roadway Construction Expansion at Sebastian Municipal Cemetery Page 9 of 10
24.32 RdMimmldp.00111mclm IS 00 halependeut Coubacel to CRY In the provisinn of the Sevices oWel Ibis A9m®ae, it and
b oil au emPloyea agent, folnn-veMura, or padner of City.
2413 RCnlMlles. If ally sound of defiadl occurs, Eddy shall have Ills rlahl, at are option of Idly, to pursue all relllanim available
at law at Macy, utdudutg Us, te,mu titian el Ulm Agreement anif all rights of Caul onto, tl"CWWef. tistwillhstmWiag C.idy's
Ia rr imllun of the Agletalaml, Contractor shall renlale liable to City in alb dooms for damages, eos'lo ar allemrey. s lees
arising alor [..ad, too..mrtinn
24.34 Rash al loss. cold lire Services have been mwepati by Coy, ask of lass or damage In any mMeliels, eyuipnlenl,
supplies or xvak p rare. w odoo, widely or rally choundon Ilan am assour ed with the Stationer shall remain with
Cauda 1.
24.35 SohsdUke, Ropor4r and RacoMs. Cnarielor 51011 Stennil to City Coed sclledtiles, progress scedules, tefloctes,
rewMs, retailer am any other than, as relaxed to the provision of the Services Covered under [he Agreement
Furthermore, Cily reserves the right to Inspect end Inch Coldmf.ter LOWrs am mwrds mWlid to Ibe Agreement, Won
deemetl appropard. by City. At scedules. offe de and recoNs of Contracts, as they atu de to Ilia Agreement, shall be
retained by Count actor fora perwil nl lbrec (3) Weals frun the dale of Oral perinnU ender Itm Agrcemsn.
2436 Security and C.,lgdentiality. Contractor chap comply fully woo all seces, {vocedures of City in Um pontificates of lire
Agreament Contractor shall tell divulge to third parties any informdlan chlal by Corte ds or Its agents,
dldribuces, reselleu, nrbeonirecur, .Moore or employees an the course of Ilia provision of Ire Services without the
wtillen Conant al City. Hearne, Contractor shall be psnnilled IS release Information to grind panics if such Information
Is publicly evadable through Up fault of Contracts, Information that ConlreGor developed Independently without relying
on Clly's haner a on, at bromtarna Iha, Is madv4se obtainable under Stale and Federal Inv as a public record. I a
Insure widd.ndaUly, Conbind., Shall taus appropriate measures as to Its personnel, agents, and subaanicadars. I lie
warranties of hit%paragraph shall survive The Agreemenl,
24.37 Severabillly. If o on deems any posaboon of Ilia Agreement void of unenforceable, Iha, provision shall be enforced
only to the "real Thal II Is net In violation of law at is net rdhervrise Unenforceable and all olher provisions shall remain In
full force still effect.
24,30 Survival. All express representations, waivers, indemnlflwlluns, and Itmltallons of liability included In this Agreeoer it will
survive cdnpher Or h:lminalion of the AgreemeM Ice a,V reason.
24.39 Taxes. Contract., shall pay all sales, Maresp n. use and outer similar taxes rugUined to be told by Contractor in
accoulance with Ilia laws and regointhas of [lie Slate of Flotlda which are applicable to Ilia provision of the Services
under the Agreement. City wall nor pay for arty personal property luxes levied on Contractor or for any lazes levied on
Contractor's employeswages. City is a political subdivislan of the Stale of Flotlda oral holds a Slate of Florida Sales
Tax Exernplion Certificate (No. M680121621 WOC-1j. Al purchases made by City directly Itsm a dealer, distributor or
manulachaer far materials, equlpmeM or supplies ("direct pomhase`} Instead al Ihmugh the Conlraclor are exeral brown
sales, Consumer, use antl offer slmlul lazes.
24.40 Waiver, ale delay or failure by City to exercise or enlores any of Its rights under this Agreement shall not wnslllue, or
be deemed to a9iver of Clays right Ihereafter to enforce those rights, nor shall any table or paUl it obaclee of any such
rigor preclude me City of any other tar further exercise Ihamof or Ilia exerc at of any other night
25. Authority. Each person signing the Agreement warrants that he or she is duly authorized to do so
and to bind the respective party to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and
year noted above.
ATTEST (SEAL(: THE CITY OF SEBASTIAN, FLORIDA:
q�7
eaneue Williams,MMC �'Kul E. c3arlisle,
ITY CLERIC CITY MANAGER
Approved as to form and legality lot TIMOTHY ROSE -ONTRACTING, INC. z_
reliance by the City of Sebastian only:
dsnab •sew Wrn.nMn.a i
Manny Soa.pao
WeEaq CH�NnMrpn. Jam',
PnunmSdbohebarvunnp
ae,hm,: a.m.o Straxeaoo,nnm BY:
rvu�hmlecn Hto ae^°rrr,. Timothy Rose
Anon, Jr w. xoco-mu,xm 1. PRESIDENT
—�bNaeedel Venien-el.l
Manny Anon, Jr.
CITY ATTORNEY
City of Sebastian, Florida /Timothy Rose Contracting, Inc.
ITR 1/20A8 Roadway Coordination Expansion at Sebastian Munidpnl Gallantry pug. 10 of 10